Thecla Sweeney
About Thecla Sweeney
Independent director since January 2022; resident Canadian; age 53. Co-founder and partner at Alphi Capital Inc. (formed August 2022); previously spent 2004–2022 at Birch Hill Equity Partners (partner; operating partner; Executive Chair and CEO of Motion LP) with broad experience in retail, operations, strategy, and finance . The Board determined Ms. Sweeney is independent under NYSE/TSX and applicable U.S./Canadian securities laws .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Birch Hill Equity Partners | Partner; Operating Partner | 2004–2022 | Private equity investing; operating leadership in portfolio companies |
| Motion LP | Executive Chair & CEO; Director | Executive Chair & CEO (last 4 years of Birch Hill partnership); Director 2014–Jan 2023 | Led complex mobility/accessibility provider; operational oversight |
| Mastermind LP | Director | 2010–Apr 2022 | Specialty retail governance |
| FlexNetworks LP | Director | 2019–Jul 2022 | Telecom infrastructure oversight |
| Sleep Country Canada | Director | 2012–2017 | Retail board experience |
| Porter Airlines (start-up) | Early team member | Prior to Birch Hill | Growth-stage operations |
| Bain & Company | Consultant | Prior to Birch Hill | Strategy consulting |
| George Weston Limited | Chairman’s Office | 3 years | Corporate development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dollarama Inc. (TSX: DOL) | Director | Since Mar 2023 | Public company board; consumer retail exposure |
Board Governance
- Committee assignments: Nominating & Corporate Governance (NCG) Committee member; NCG oversees board composition, independence determinations, committee membership, and annual board/committee evaluations .
- Independence: Board affirmed Ms. Sweeney has no material relationship with RBI and is independent under NYSE/TSX and U.S./Canadian securities laws .
- Attendance: In 2024, each incumbent director attended at least 75% of board and applicable committee meetings; Board held 5 meetings; NCG Committee met once .
- Tenure and election: Directors elected annually by majority vote under the Canada Business Corporations Act; average director tenure ~5 years .
- Board structure: Separate Executive Chair (Patrick Doyle) and CEO; Lead Independent Director (Ali Hedayat); executive sessions at each regular board meeting .
Fixed Compensation
| Component | FY 2024 Terms | FY 2025 Terms | Notes |
|---|---|---|---|
| Annual cash retainer (non-LID directors) | $50,000 | $50,000 | Lead Independent Director retainer $70,000 |
| Committee membership fee | $10,000 per committee | $10,000 per committee | Applies to Audit, Compensation, NCG, and Conflicts |
| Director option grant at appointment | One-time option grant; $1,000,000 notional; 5-year vest; 10-year expiry | Same | Partial vesting on termination without cause/death/disability |
| Fee deferral election | All non-management directors elected RSUs in lieu of cash; RSU value = 2x forgone fees; granted Dec 31, 2024 at $64.91 reference price | Available | RSUs fully vested at grant; settled at board service end |
Director-specific (FY 2024):
- Ms. Sweeney’s FY 2024 stock awards (RSUs for fee deferral): $113,716 . RSU grant valuation based on two times forgone fees and $64.91 reference price on Dec 30, 2024; RSUs fully vested at grant .
Performance Compensation
- Director equity: Initial option grant at appointment (see above); ongoing RSUs if fees deferred (not performance-based) .
- Company incentive metrics under board oversight (context for pay-for-performance environment):
- Annual bonus program for executives includes Organic Adjusted Operating Income growth, comparable sales, net restaurant growth (NRG) with expense qualifier; clawbacks; no hedging/margin/pledging by employees .
- PSUs vest based on multi-year performance. Example: 2022 grants (performance period 2021–2024) with weights and results:
LTIP Measure (3-year CAGR) Weight Threshold (50%) Target (100%) Max (150%) Result Performance Same Store Sales 30% 1.1% 4.3% 5.6% 6.0% 150.0%* Net Restaurant Growth 20% 1.5% 5.9% 6.9% 3.9% 77.3% EBITDA 50% 1.9% 7.7% 9.9% 8.9% 128.2% Relative TSR (multiplier) — 25th pct 40–60th pct 75th pct 63rd pct 1.09x Note 135.8% capped* - 2024 PSUs: three-year relative TSR vs S&P 500; capped at 100% if TSR negative .
Other Directorships & Interlocks
| Organization | Type | Role | Overlap/Interlock | Notes |
|---|---|---|---|---|
| Dollarama Inc. | Public | Director | None disclosed with RBI | Current external public board |
| Prior boards (Motion LP, Mastermind LP, FlexNetworks LP, Sleep Country Canada) | Private/Public | Director/Exec Chair & CEO | None disclosed with RBI | Historical experience in retail/telecom |
No related-party transactions involving Ms. Sweeney are disclosed. RBI’s Related Party Transaction Policy is administered by the Audit Committee; 2024 related-party items noted do not involve Ms. Sweeney .
Expertise & Qualifications
- Retail and operations leadership; strategy and business development; finance; private equity operator .
- Board governance experience across consumer and telecom sectors; independent director credentials .
- Continuing education: attended a Canadian Independent Board Retreat in October 2024 .
Equity Ownership
| As of Dec 31, 2024 | RSUs (#) | Options (#) | Shares (#) | LP Units (#) | Total Non-Option Value ($) |
|---|---|---|---|---|---|
| Thecla Sweeney | 4,554 | 17,841 | 1,350 | — | 384,823 |
- Director stock ownership guideline: 5x annual base cash retainer within five years; RSUs count as shares owned; all non-employee directors serving >1 year as of Dec 31, 2024 either met or were on track to meet the requirement .
- Insider trading and anti-hedging: Employees (including NEOs) are prohibited from hedging, short-selling, margin, and pledging; non-employee directors must pre-clear any hedging or pledge transactions and are prohibited from short-selling and transacting in puts/calls on RBI securities .
Governance Assessment
- Strengths for investor confidence: Independent status and NCG Committee membership; annual board/committee evaluations; majority independent board; separate Executive Chair/CEO with Lead Independent Director; codified governance guidelines; regular executive sessions; robust shareholder engagement; high 2024 say-on-pay support (~90.4%) .
- Alignment signals: Director equity via RSUs and initial options; stock ownership guidelines; fee deferral to equity indicates ownership culture .
- Engagement/attendance: Met or exceeded 75% threshold; NCG met once in 2024; attendance disclosure supports engagement baseline .
- Conflicts review: No related-party transactions disclosed involving Ms. Sweeney; dedicated Conflicts Committee and formal policy reduce risk .
- RED FLAGS: None disclosed regarding low attendance, pledging/hedging, or related-party transactions; continuous monitoring warranted given external public board role (Dollarama) though no conflicts are disclosed .